The Black Box
by C-Puff
Summary: It's weekend movie night, Spencer has too many movies for Billy to go through, and he'd rather know what Spencer's got hidden in a box on the top shelf. Spencer would prefer it if Billy would just let him finish his homework and not poke his nose into things Spencer wants to keep secret.
1. Chapter 1

**Chapter 1**

To say Spencer Wright had a large movie collection was like saying Hollywood only had a passing interest in celebrities. Last time he bothered to sit down and count, Spencer figured he had between 280 and 290 DVDs on his shelf. This did not factor in 2-disc special editions, boxsets, or any duplicates he had lying around. At the very least 80 percent of his movies fell under the 'horror' genre. He had some films he referred to as 'movies about movies', a handful of collected early shorts from certain directors, a copy or two that were technical instruction videos on camera work, and somewhere he also kept an untidy spot for live concert DVDs of a certain late rockstar.

Of the majority of horror movies on the shelf, only Spencer could really understand what movie was kept where. The collection was so narrowed down into sub genres, country of origin, and in some cases specific directors, that trying to find anything without Spencer explaining his 'filing system', would most likely end up being an entire day's work. There was a space for 'horror sci-fi', but movies made before 1970 on a B-grade budget were under their own category entirely regardless if they were sci-fi or not. Horror movies made in Italy had an entire shelf, which itself was then further divided into sub-genres. Except the Italian-horror movies directed by Lucio Fulci, who had his own shelf of honour. To a casual observer, the 'Bookcase of Horror' would look like nothing more than a wall of chaos, with not a single rational thought behind where anything was put. And yet, it took Spencer less than 2 minutes to notice when something was miss-categorised.

With all this in mind, Billy Joe Cobra stood with the bookcase looming over him. The seemingly endless line of DVD spines blurring together into a giant mosaic of black, reds and browns, with an occasional burst of green.

"Uhm... which flick did you want again, bro?" Billy asked, pulling out a random case to inspect its cover before immediately shoving it back, wishing he hadn't.

Spencer sighed from somewhere in front of his computer. "I told you, Billy. 'Death Bed: The Bed that Eats'. Seriously, how hard do you have to try to forget a title like that?"

"Oh yeah, right right. I knew that," Billy brushed him off, turning back to the wall of 'Everything-Billy-Joe-is-Going-to-Have-Nightmares-About-Tonight'.

He bit his lip as he reached out and hoped against all odds that the next movie he pulled out would be the one Spencer had decided was going to be their cap to the weekend. Billy shut his eyes until he had the DVD cover right in front of him, at which point he dared to peek through his fingers at what he had just picked up.

He did not catch the thing's name, but seeing as the cover featured what Billy thought of as a 'headshot' of something that was at some stage a dude, now torn up and green, Billy did not waste time trying to ready the over enthusiastic title.

He screamed, shoved the DVD upside down back on the shelf, and then spun to face the back of Spencer's chair, waving a finger at the bookcase.

"Dude! What is _wrong_ with you, Bromastiff?!" He yelled. "How the heck do you even _have_ half of this stuff?! Aren't you like, twelve years old?!"

"I'm fourteen, Billy." Spencer said with a flat tone, staying focused on the screen in front of him as he copied down an answer onto his stack of homework. He knew his cousin was perfectly aware of how old he was, and was just trying to bait Spencer into paying more attention to him.

"Same difference!" Billy went on, still waving wildly. "What kind of messed up country do we live in where any kid can just powerslide up to a counter and buy ten copies of 'Extremely messed up Crud volume two' and no-one stops to think that _maybe_ they shouldn't be selling him this kinda garbage!"

"The same kind of country that let's Ponzi give a guy homework over a weekend that includes writing an essay on the main exports of Slovakia." Spencer said, non-pulsed. "Look, if you can't find it, just pick something else, ok? I really gotta finish this or we're not gonna have time to watch _anything_ before I go to bed."

Billy folded his arms and made some offhanded comments before turning back to the movie collection. He scanned the titles, biting down on his nails as he tried to find something that did not have 'blood', 'gore', 'massacre' or 'entrails' in its title. The movies with innocent-sounding titles he risked pulling down to look at their covers. Not a single one looked like something he wanted popping back into his head later while trying to sleep.

"Don't you have a ton of those dumb monster movies?" Billy said, resisting the urge to toss the latest case over his shoulder to the floor. Spencer had made it _very_ clear on a number of occasions that although he did not mind some clutter in their room, he _did_ mind his movies getting potentially damaged.

Spencer sighed again. "Yes, Billy. I've got a ton of monster movies," This time, he actually half-turned the chair to look over his shoulder. "They should be there. I usually keep them near the top along with the kaiju movies."

"Gesundheit," Billy said absently as he floated up a little higher.

Spencer did not bother correcting him. He had exactly one paragraph left to write about coal, iron, copper and salt before he could shove Ponzi's stupid essay into his backpack and go about the rest of his life never thinking about Slovakia ever again.

Billy felt a lot more comfortable with the movies on this shelf. The first one he pulled out did not even have anything psychologically scarring on its cover. As he went through the row, now grinning to himself as he tried to decide which flavor of city destruction he was in the mood for, he noticed a black cardboard box sitting on the very top of the bookcase. It was being used to prop up some DVDs of Spencer's very early movies he had made back in Minnesota. Spencer's movies were all clearly marked, had their own individual cases, and in some instances, even their own cover pictures, possibly drawn by a very young Spencer himself. The box on the other hand, had nothing on it.

Forgetting his movie search, Billy immediately turned his attention to the new mystery as he flew to pick it up. There was nothing written on its lid to hint at what was suppose to be in it, which Billy found both surprising and immediately interesting. He was about to rip off the lid and take a look inside when he was reminded of the long list of nightmarish DVD covers he had just gone through trying to find Spencer's stupid bed movie. He held the box out at arm's length, frowning at it. Billy was almost positive it had to be holding more DVDs. Spencer was not what he would call a neat-freak, but if there was an empty spot on the movie bookcase, Spencer would find a way to fill it up with more movies. Anything not movie related was stuffed and stored somewhere else. The movie bookcase was for movies. Terrible, horrifying, soul-scarring movies. So what kind of movies exactly did Spencer feel the need to stuff in a box and keep out of reach?

Bursting with eagerness that it might contain something hilarious and embarrassing, but also cowed by the idea of something even _worse_ than what he had been going through already, Billy zipped over to his BFF and shoved the box into his face, hovering over his head.

"Hey Brocahontas! What's with the box?"

Spencer looked up, more than a little annoyed. "Billy, I'm telling you I just need ten more minutes-..." He stopped as his eyes landed on the thing being held down to him. "Hey! Where'd you find that?!"

"Top shelf," Billy said, taking the box back to lift a corner of its lid, peering inside. "So what's in it? Home movies?"

"No, now give it back," Spencer frowned, turning the chair and getting up.

Getting Spencer's full attention made Billy grin wildly as he lifted the box out of his reach. "C'mon, dude! Tell me what's in it! School plays? Ooh! Or maybe really sucky movies you made when you were like 5?"

"Hey!" Spencer whined, more insulted than anything else. "No! Look, it's not home movies or my early movies or anything like that! Really!"

"So what _is_ it?" Billy urged. He suddenly froze, his face blanking. He then broke into what Spencer could only describe as a grin turned to full 'sleazebag' mode as he cocked an eyebrow at him, weighing the box up and down in one hand.

"Are you hiding something you're not old enough to have yet, Spence?" The grin, somehow, widened as he made a tsking noise. "Ya know, if you're gonna hide something from your mom, you gotta do better than a box right in the open."

" _No!"_ Spencer felt his face flare up. "I don't even _wanna_ know what you're thinking but just, no! Its nothing like that!"

"Aww, c'mon Spensaur! You can level with me. I totally get it," The grin had not gone as Billy pulled up a corner of the box to peer inside again, this time with less hesitation.

"I'm _telling_ you it's nothing like that!" Spencer repeated, completely flustered. "Look it's..!" He hesitated. "Ok! You wanna know? Fine, I'll tell you! But you gotta give it back, first!"

"How do I know you're not just gonna hide it somewhere and keep your dirty secrets to yourself?" Billy said, crossing his legs where he floated.

"I told you! It's totally innocent! Just give it back and I'll tell you what's up!" Spencer was by now jumping at the ghost, trying in vain to grab the box from him.

"If it's totally innocent, why d'you gotta hide it?" Billy grinned at him, lowering the box just enough for Spencer's fingers to graze it before he yanked it out of reach again.

Spencer scoffed. "Who exactly would you _tell_ if it was something I didn't want people to know about? My mom?"

"I could always tell the Jeevster," Billy said, twisting to float upside down as he looked the box over again.

Spencer rolled his eyes. "Any movie I'd have to keep secret is probably something he'd ask to borrow if he found out about it," he stopped his pathetic jumping and stood to face his cousin head-on, shooting out a hand meaningfully. "Give it back and I'll tell you what's in it."

"Alright, but I'm trusting you to be straight with me, Broseph," Billy caved, floating down and handing the box over.

Spencer visibly relaxed as he took hold of it again. He then turned, shot Billy a halfhearted dirty look, and went to put it back on his bookcase. "It's not a big secret or anything. It's just some stuff I don't really want open on the shelves."

"Liiiiike?" Billy urged, sleazy grin returning.

Spencer pulled a face as he knelt down to put the box on the lowest shelf instead. "Like..." He hesitated again. He then smiled and turned to Billy properly. "Like some of the most messed up movies you could even imagine!"

Billy made a noise, crossing his arms behind his head. "Not buying it. _All_ your movies are the most messed up things I can even imagine."

"Exactly!" Spencer said, smiling back. "So now imagine what kind of movies I'm _not_ putting on the shelf."

Billy regarded him for a moment. "You're bluffing."

"For real," Spencer said. "Seriously, you don't even wanna _know_ what some people have put on camera!"

"You're so full of it, Spencil-case!" Billy said, leaning towards him as he crossed his arms. "Give me an example!"

"An example?" Spencer blinked before grinning. "Are you _sure_ you want me to tell you?"

"Duh. I just said that, didn't I?" Billy said, although Spencer noticed the growing uncertainty in his face.

"Well, alright. If you _really_ want to know. I mean, there is a _reason_ I keep them covered and out of sight you know." Spencer pushed.

"So give me some details, man!" Billy said, refusing to back down. "Besides, nothing could be worse than that ventriloquist movie you showed me last week!"

"Well okay," Spencer grinned at him, pausing for a moment as he put his fingertips together almost menacingly. "You ever hear of a movie called 'Cannibal Holocaust?"

He waited to see what effect this would have. Billy crossed his legs, one foot twitching nervously as he avoided eye-contact. "Maybe. Maybe not. I don't remember movie titles of stuff I didn't star in."

"Oh, you'd remember this one," Spencer said with a slight laugh. "1980? First movie ever to use the 'found footage' gimmick?"

Billy gave him an apathetic look.

"Alright," Spencer went on, He spread his hands dramatically, launching into a full movie pitch. "So it's about these wannabe documentary students who go to the Amazon to find and film cannibals. Only when they get there and they find the cannibals are actually pretty chill, they decide they want a little more action in their film."

He stopped, giving Billy a sideways look. Billy's foot was still twitching, but he looked a little wider-eyed. Noticing Spencer watching him however, he sniffed and leaned back on thin air.

"Big deal. So it's an 80s Blair Witch without any actual witch and some jungle. I'm not seeing the big deal here, bro."

"Well yeah, that's the idea," Spencer went on. "It kinda starts with you thinking its just gonna be about cannibals chasing people through the jungle. But then things get real. The documentary wannabes start picking fights, breaking tribe rules and even start burning down their village. And _that's_ when the cannibals decide they've had enough of these dipwads." He paused for dramatic effect, watching in satisfaction as Billy was leaning closer and closer with each sentence, his hand fiddling with his jacket sleeve.

"Before you know it, the movie gives you the most insane, violent, blood soaked massacre ever put on film!" Spencer continued. "And for a movie that had an earlier shot of a girl impaled on a pole, that's pretty impressive! So the cannibals start tearing these guys literally apart! I think the director used some stuff from a local butchery or something because I can tell you from an effects side of things, those ribcages were _not_ fakes! And these guys get eaten alive as the cannibals beat them to death with their own camera equipment for about 20 minutes straight!"

Billy said nothing, his mouth drawn into a tight line as his hands clenched into fists on his sleeves. Spencer decided to drive it home.

"The violence is so intense in the movie the director actually had a murder charge filed against him and had to prove in a court that he _didn't_ actually kill his entire cast!"

"He er... he didn't, right?" Billy asked, voice shaking.

"Nah," Spencer waved a hand at him. "He _did_ however get four years probation for killing at least six animals in front of the camera. Which is all in the movie by the way. The worst is probably the turtle because after they cut its head off-"

"Ok, ok! Enough already! I get it! Enough with the details!" Billy waved his hands frantically in Spencer's face.

"Hey, you wanted to know," Spencer shrugged with a smile.

"What is _wrong_ with people?! That's totally whack, man! Are you telling me you've had something like that in my room the whole time?! That's not cool, bro! Ultra mondo mega _not_ cool!" Billy was flailing his arms as if trying to physically shake the mental images out of his head.

"Which is why I keep it and the other movies like it in a box," Spencer said, crossing his arms as he grinned in victory.

"Forget the box! You need to stuff that noise in a _safe!_ Lined with lead! With an emergency bottle of holy water!" Billy was still ranting. "Dude, why do you even _own_ that?! The heck's wrong with you, Hannibro Lecter?!"

Spencer shrugged again, this time more seriously. "Honestly? I don't even really like owning movies like that. But even if I don't like them, they're still important. Besides, I may need them for reference some day."

If Billy could pale, he would have. "Reference?"

"I mean like camera angles and stuff," Spencer said, rolling his eyes.

"So not worth it, Spence!" Billy said, eyeing the box on the shelf now with open fear. "Seriously, just chuck the thing! Nobody needs that kinda junk in their life! Or in _my_ life! _Especially_ my life!"

Spencer decided not to comment on Billy's 'life'. "I've thought about it, but I'd rather just keep them as a back up. Besides, some horror forums won't even let you be a member if you don't have at least one of them in your collection. So I'm kinda stuck with them."

"That's so whacked!" Billy yelled, waving his arms at Spencer instead. "You know what? Why don't you just ditch the horror thing, huh? C'mon! We can totally get you going on something else! Did you ever think about getting into modelling? You don't have the full whammy of BJC looks to go on, but that's what airbrushing's for!"

Spencer laughed, "I think I'm good, thanks."

"Aww, c'mon!" Billy said, flying over and framing Spencer's face with his fingers. "We could get you a real hairstyle, do something about the whole 'offbrand' look you're trying so hard to rock, maybe a piercing or two. We could totally find something for a photographer to work with if we try hard enough!"

"Thanks. You're really doing a lot for my ego," Spencer said, pushing Billy's hands away from his face. "Really, Billy. Thanks, but no thanks."

Billy gave a drawn out groan. "Fine. If you don't wanna use your valuable, and totally selfless, superstar best bro to get you a _real_ life, then I guess I can't exactly force you." He gave a dramatic sigh. "Torn between doing what's good for you and letting my little brohemian follow his dreams!"

"What about this one?" Spencer interrupted, having tuned out Billy's melodramatics as he pulled a DVD from his bookcase. "You haven't seen 'Return of the Killer Tomatoes' yet, right?"

Billy huffed as he went into a sulk.

"Oh c'mon you big baby," Spencer chuckled. "It's got a mad scientist that might as well be a cartoon character and a blonde girl who's supposed to be some kind of mutant tomato. It's also got George Clooney being an idiot in it before he got famous."

Billy shifted where he floated, "Is it scary?"

"Did you not just hear me say 'George Clooney being an idiot'?"

Billy thought this over for a second before he snapped upright like a rubber band, grinning. "Alright, I'm in! You get the flick set up and I'll handle the snackage!"

With that, Billy pinched his nose and 'dove' through the floor in the direction if the kitchen, yelling as he went.

"If there's any of your mom's ginger snaps left, I'm calling dibs!"

"Just don't forget to bring me something to eat too this time, Dorkus," Spencer chuckled as he made his way to the TV.

As he opened the tray and put the disc in the machine, his smile slowly faded.

 _'It's not **exactly** a lie,' _ He thought.

Spencer did not own a copy of 'Cannibal Holocaust.' In fact, he had never actually watched it himself. But even if he did not own it, and even if it did not exactly represent what was in the box, it _was_ true the DVDs he had hidden in there made him uncomfortable. And it _was_ true that although he had thought about selling them off, he had held on to them in case he needed them for reference one day. So the fact that he had just used a particular DVD he did not own to explain why Billy should leave the box alone, even if the movie did not exactly represent the box's contents, was not _really_ that big of a stretch. It was the same thing in the end. Ok, maybe not completely the same thing, but it was _kind_ of the same thing. So it was not like he _really_ lied.

"Sure," he flopped down into his chair. "Keep telling yourself that, Spencer."

A few minutes later his blank stare at the TV was interrupted by the upside down face of Billy as the ghost hovered over him. "Something up, Spence?"

Spencer straightened himself in his chair and gave his cousin a grin, "Just doing my best to forget everything I learned for Ponzi's stupid essay."

"Right on," Billy said with a laugh, dumping a steaming popcorn bag in Spencer's lap before throwing himself horizontally over the other chair, shoveling junk food into his mouth. "Let the brain melting begin!"

"You might wanna keep some of that popcorn to throw at the screen," Spencer said, starting the film up.

"A popcorn thrower? Nice," Billy grinned a mouth full of kernels at him.

Spencer sunk into his chair and tried his best to focus on one of the dumbest movies he owned, laughing every time Billy burst into hysterics at whatever stupidity the movie decided qualified as a 'joke'. Spencer definitely did not think about the fact that he had now lied to Billy twice in a row. Or how that made him feel like a bad friend, especially over something so stupid and unimportant as what movies he owned and which ones he kept secret.

* * *

All movie titles mentioned here are real, (because I'm a nerd). As is all the trivia Spencer gives about Cannibal Holocaust. Unfortunately this include the six counts of animal cruelty. For this reason, even if you're a gore-hound, I can't really recommend this movie despite its historical significance. It also features rape, which is probably also why Spencer doesn't own a copy.

Return of the Killer Tomatoes on the other hand is great fun. Because the movie is completely aware of how stupid it is. And yes, it really has George Clooney in it before he got mega famous.

Chapter 2 should be up later this week or next week depending on my life.


	2. Chapter 2

**Chapter 2**

Spencer tried to suppress his groan as he slumped over the desk. School had officially sucked that day, and hard. Trying to keep Billy away from the box on his bookcase and then trying to defuse the situation by watching a movie had completely derailed him the night before, and he never finished his Slovakia essay. And, regardless of whether it was 99% complete and only needed a conclusion or not, Ponzi had made sure that he got a big fat zero for the entire assignment. His excuse was 'incomplete is worse than not done.' and how Spencer 'Shouldn't have bothered if he wasn't going to do the job properly'. A failing grade on an essay was not exactly something Spencer really needed in his life. Even if he could make up the grade some other way, it would most likely be a lot more effort than what was fair, and would eat into his movie making time.

On top of this, he was still feeling weirded out about lying to Billy. Sure, sometimes he would twist things he told Billy to stop some kind of disaster from blowing up in their faces thanks to the ghost, but to straight up _lie_ to him was not something Spencer was very happy with. He had lied to Billy once, maybe twice before, and both times it had gotten him into to trouble.

Ms. Rumsfeld's ruler slapped his desk so hard Spencer's spine almost snapped in two as he sprung upright. The rest of the class snickered as his homeroom teacher glared at him.

"Mr Wright. If you would be so kind as to at least _attempt_ to pay attention, I'm sure we'd all be _very_ honoured," She sniffed, turning and achingly walking back to her desk.

"Yeah, Spencer," Lolo grinned at him. "Don't you have any manners? We're, like, trying to learn stuff over here!"

Spencer narrowed his eyes as she and her surrounding clique giggled. He said nothing though, slouching in his chair and grumbling at the front of the class instead.

"Now, can anyone fill Mr. Wright in on what Claudius said right before Hamlet's famous speech?"

There were various mumbles and groans around the class as kids tried to hide behind their books, inspect their manicures, or scroll on their phones.

"Ooh ooh!" Billy waved his hand wildly. "Claudius was that dude on that super old TV show, right?! Which episode?!"

Seeing no-one answer, at least to her knowledge, Ms. Rumsfeld carried on, having expected as much. "As Claudius prepares Ophelia to confront Hamlet, he says the following;

 _'_ _O, 'tis too true! How smart a lash that speech doth give my conscience! The harlot's cheek, beautied with plast'ring art,_ _i_ _s not more ugly to the thing that helps it,_ _t_ _han is my deed to my most painted word. O heavy burden!_ _'_ "

She looked up from her book before continuing. "Claudius here admits to the audience that he knows his lies and schemes will catch up to him in the end, which, if any of you bothered to read the play, is exactly what happens when he is stabbed, forced to drink poison and _dies._ "

Spencer groaned, this time not bothering to hide it as he dropped his face onto his desk, just as the bell rang.

"Alright class, remember to read the rest of act 3 on your own for tomorrow!" Ms. Rumsfeld said as eager kids poured out into the hallway, talking loudly and doing their best to ignore her.

Spencer sighed as he pushed himself to his feet and followed the others. He was going to have to do something it seemed, or he would end up driving himself crazy.

"Pfft!" Billy made a noise, floating after him, "You'd think Shakespeare had some kinda ego problem or something! Using all those 50 dollar words? I mean, we get it, dude! You're super fancy and British and junk! You don't need to hammer it into our heads with every word on the page!"

"Mm-hmm," Spencer nodded, packing his bag and slinging it on to his back as they moved to leave.

"So, what's on the menu for the day, Brothello?" Billy said, swirling to float in front of Spencer as they headed for his bike. "Hit the Wi-fri?"

"I er..." Spencer fiddled with his bike-lock as an excuse to not make eye-contact. "I kinda have something I need to do back home."

"Can't you put it on ice?" Billy whined, "I've been craving a smoothie for like 10 hours now! Plus one of those little baskets of fries, maybe with some fried onions. But the angel hair kind! Not those soggy ring things!"

"It's kind of important," Spencer said, rolling his bike out the school gate as his cousin trailed after him.

"Oh yeah?" Billy raised his eyebrows, breaking into a grin. "What's up? You got a movie to shoot?"

"Not exactly," Spencer tried to return the smile.

"Writing a script?" Billy guessed. "Building a set? Doing something about your hair?"

"Three strikes," Spencer said. He paused, cycling in silence before he added, "It's actually about that box."

"What box?" Billy blinked at him.

"The one from yesterday?" Spencer turned to pull a face at him, "The one I told you was full of mondo messed up stuff no human being wants to see?"

"Oh _that_ box!" Billy chuckled to himself before his face turned as serious as it was likely to get. "What about it? You gonna toss it like I said you should? Because dude, you should totally toss that thing. Like, out the window and into a lake. I'm really not cool with that kinda stuff being in the same room I _sleep_ in."

"No but," Spencer chewed on his lip, "There is something... I mean I gotta fix something I kinda screwed up."

Billy gave a shudder. "You're not gonna sit down and _watch_ them or anything... right?"

"No way," Spencer said, maybe a little faster than he meant to. Billy did not seem to notice though.

"Great," He fell into a grin again. "Well... I guess if you're not actually gonna _watch_ them or like... make me look at any nightmare fuel covers, I guess I could hang around and make sure you don't freak yourself out or anything."

Spencer rolled his eyes, "Gee Billy, thanks. I wouldn't wanna get freaked out by my own DVDs."

"No problem, Brotunda!" Billy puffed his chest out as they took the turn into the Cobra Mansion's gate. "Just leave it to good old BJC to protect you from any scary things hiding in that box of yours!"

"Sure," Spencer said, mind drifting as he tried to decide how best to handle the situation he was slowly creating for himself.

* * *

When they got back to their shared room, Billy made sure to plant himself in front of the TV and switch it to anything to keep Spencer from putting on a horror movie. For the first 5 minutes this was an infomercial about some hideous looking dolls until Billy got bored enough to forget why he was hogging the TV in the first place and switched it to E entertainment instead.

Spencer did not comment on Billy's obvious ulterior motives. He dumped his bag unceremoniously next to his desk and flopped down by his movie collection, pulling the box from its new spot on the bottom shelf. He carried it to his bed where he sat down with the thing in his lap.

Taking a mental breath and a quick glance at the back of Billy's head, he lifted the lid and put it beside him. He was a little relieved to see the stack of DVDs inside the box were exactly the same as when he put them there. Of course, consciously he knew Billy did not sneak a peak last night or he would have been super obvious about trying to keep it a secret, but some tiny part of Spencer was still worried that, just maybe, Billy's curiosity had overpowered his fear and he had looked inside after all.

Not that it really mattered anymore, though. Spencer picked up the top DVD, looking its cover over for a second before putting it down to start a pile. There were about 15 films all together. He looked each of them over as he unpacked, flipping them and reading the blurbs on their backs, trying to remember clearly why each DVD had its own reason for being put out of sight. He noted one or two of them were not as bad as he remembered, and he put them one side, wanting to think about maybe putting them back with the rest of his collection. Most of them, however, Spencer only needed to look at the cover to remember exactly why they made his gut harden.

Eventually, each DVD had been looked over, inspected, and put down. Satisfied that he was not going to be any more prepared than he was, and knowing he could not stall forever, Spencer looked back to where Billy was watching a celebrity who was famous purely for being famous.

"Soooo..." Spencer started, drawing out the word as he drummed his fingers on the lid. "Whatcha watching?"

"Huh?" Billy quite literally bent himself backwards over the chair to look at him. "Dude, haven't you been paying attention?! They've got the new store opening on Guerrero Street but that lame-sauce assistant forgot to call the new designer so..." He stopped, eyes dropping to the open box.

"Are you _still_ messing with that?" Billy zipped to hover over the chair, pointing. "Seriously, Spence, and I seriously mean 'Seriously' this time! Get rid of that thing and it's..." He blinked. "Wait... you took all the stuff inside it _out?!_ And put down on top of the _bed?!_ On _my_ bed?!"

" _My_ bed, Billy," Spencer sighed. "I told you I needed to-"

"Nope nope nope! Don't care!" Billy waved his hands at Spencer, squeezing his eyes shut. "I don't wanna know! I was a happier dude before I ever knew about that thing! And I'm never gonna be happy again until you ditch it! So get to the ditching already! Why's this such a hard concept, Brotilla?!"

"I keep telling you, I can't just-!"

"Can't hear you over the sound of you _not_ throwing that thing out the window, Spence!" Billy put his hands over his ears. "Got this ear thing, ya know? Real bummer. Nothing you can really do about it except-"

"Billy would you like shut up for 5 minutes so I can talk?!" Spencer interrupted, getting dangerously close to snapping at his best friend.

Billy did not seem to notice his tone. "What was that? 'Billy, you're so smart and totally right and I should just trash this creepy junk'? Aw bro, you're such a sap! Don't let me hold you up!"

"Billy!" Spencer was standing on his bed by now. "I'm serious, man! I need to talk to you so if you could pull your head out of your butt for 5 seconds-!"

"I'm fine to talk!" Billy threw his arms open. "Talk away! I'm right here! I got all day! But I'm not gonna hear a word with the Box of Ultra Creepy distracting me with it's creepy bad vibes leaking all over my bed!"

"I _need_ ," Spencer said with forced restraint, "To talk to you _about_ this thing!"

"Don't wanna hear it!" Billy crossed his arms and stuck his tongue out.

"Billy!"

"Nope!" Billy swung his arms around his own head, tying them around his ears like a turban. "Don't care about anything involving your dumb box and its dumb scariness and dumb movies!"

" _Billy!"_

" _I got a new style and I'm walkin' right down your street!~ I'm on your speed dial, The one everyone wants to meet!~"_

As Billy reached the 'singing to block you out' level, Spencer's last nerve snapped like a violin string. He fumbled around until he found his pillow which he then threw at Billy as hard as he could. It phased through the rockstar just as he started hitting the chorus and thudded against the back of a chair.

"Hey!" Billy stopped, pushing his arms off his head to glare at Spencer. "No throwing things in my room!"

"Oh, you mean like this?!" Spencer grabbed the second pillow and threw it as well with just as much success.

"Quit it!" Billy yelled before he started looking around for a weapon of his own. He settled for a dusty bobblehead on one of the shelves, throwing it at Spencer just as hard.

"Hey! That's a collectable!" Spencer ducked out of the way, grabbing whatever was closest off the bed and retaliating.

The DVD passed through Billy just as effortlessly as his pillows, continuing on its path before slamming into a shelf, cracking open, and knocking over one of the resin figures on display. The statuette smashed on the floor into a thousand powdery white pieces as the plastic DVD case bounced, dislodged its disc, and clattered to a stop.

There was drawn out silence as both boys stared at the victims of their fight.

"Erm... that one's not on me," Billy eventually mumbled.

"My Agent Cooper figure!" Spencer wailed when his brain managed to kick itself back into gear and he realised what he had just done. He flew from the bed and ran to the hopeless mess that was once quite a good likeness of Kyle MacLachlan.

"Not on me!" Billy repeated, waving his hands around. "That was all you, dude! I told you not to throw things!"

Spencer was not listening though. He gave a mournful whine as he picked up what was once Agent Cooper's head. "This thing was older than I am, dude,"

"Well, at least it wasn't anything new then, right?" Billy tried to give an awkward laugh but Spencer merely continued to try and gather together the pieces of resin, mumbling and whining to himself at the loss.

Billy twitched where he hovered, chewing his lip before he spotted the cracked DVD lying on the floor. He flew over, retrieved the disc which had rolled across the carpet, and tried his best to get the cracked case closed again. The plastic was chipped on a corner and some of the inside teeth holding the disc were gone, but it looked as though at least it could still function. The disc itself did not look too badly scuffed either. He looked it over to make sure there were no pieces cracking off of it before he floated back to Spencer.

The picture on the cover was obviously from an older movie. Billy was no good at guessing dates but it looked at the very least pre-90s. Obviously a horror movie, but surprisingly subdued from what he had been expecting. It was black and red and featured a yellow, empty wheelchair and the movie's title; 'The Changeling'. Even the back just showed an old man standing in front of a 'smaller-than-the-Cobra-lair-but-still-impressively-sized mansion. But that was it. There was not even a single drop of blood anywhere to be seen on it.

Billy hovered over Spencer, reaching to tap him on the shoulder. Spencer looked up from his hunt for all Agent Cooper's broken pieces with something of a mix between annoyance and embarrassment. Billy did not comment, avoiding eye-contact as he handed the DVD to him.

"Your movie thing or whatever," Billy mumbled.

"Oh. Sure. Thanks. Or whatever," Spencer mumbled back, taking it from him and looking the case over to inspect the damage.

Billy watched him for a moment in silence, trying to decide whether it was safe enough to ask him why the heck an unassuming looking movie like that needed to be hidden in a box somewhere. He rocked back and forth in mid-air on his heels. When Spencer got up and walked back to his bed, he followed him.

"So erm.. that... movie box thing..." Billy tried carefully. Spencer did not say anything, but turned to look at him with a neutral expression. Billy decided to take this as a sign of truce for now. He gave a shaky smile and a shrug. "If that's the kinda movies you got in there I gotta say... they did a good job hiding how messed up their jungle cannibals were."

"Yeah," Spencer said thoughtfully, "Yeah about that." He put the movie down before sitting on his bed again, crossing his legs. "I think, I'm gonna need to come clean with you about something."

"Oh yeah?" Billy broke into a wide grin, leaning in closer. "You holding some dirt out on me with these or something? Got something _other_ than cannibals in there?"

"Well see, that's kinda the thing," Spencer tugged at his hair fitfully. "There _is_ a movie called 'Cannibal Holocaust', and it really _does_ have all the things I told you about it in it... but I kinda may have made up the part about it being in the box... or that I own it... or that I've seen it..."

Billy blinked at him, tilting his head to one side as he tried to piece together this new info. "Soooo. Wait, you're saying you don't have a mondo messed up movie in that box?"

"Kinda," Spencer nodded.

Billy thought this over, rubbing his chin. "Are there _any_ mondo messed up movies in the box?" He picked up the closest DVD and looked it over.

"Well, that's the thing see," Spencer looked up to meet his eye again. "I put these in the box because I didn't want them on the shelf but it's not exactly because they're super messed up. At least, not exactly the way an amazon cannibal movie is."

"Dude, this one says PG-13," Billy said flatly. "I didn't even know you _had_ anything that wasn't rated R!"

Spencer sighed, running both hands through his hair. "Yeah. That one's... that one's actually pretty bad."

Billy gave him a sideways glance before reading the title of the movie again. "'What Lies Beneath'. Michelle Pfeiffer?" He broke into a grin. "Nice."

"Isn't she in her 60s, dude?" Spencer's concentration broke as he pulled a face at Billy's smile.

"Like a fine wine, Bronaldo." Billy's grin widened as he put the movie down and picked up a different one.

Spencer kept quiet, watching him. His fingers tied themselves into knots on his blanket as Billy went over the small pile, obviously relaxing more and more as each DVD turned out to be more innocent looking than the last.

"Gotta say, Spence, I'm not exactly seeing the issue here," Billy said eventually with a pout and a frown. "You had me all worked up over nothing! Here I thought I was gonna need to hire an exorcist to soak a cross in olive oil or something to get this house uncreepified!"

"Sorry, Billy," Spencer said with a lopsided smile, pulling the films closer to get them into a proper stack again.

"So why the lie?"

Spencer's hands froze at this. He looked up to see Billy leaning over him again, arms folded and head tilted.

Spencer drummed his fingers against the cover he was holding. He then put it down, straightened his back as he took a deep breath, and then let it out slowly.

"Ok," He said, almost to himself. "A lot of these are from before I moved here, and I use to just have them with all my other stuff on the shelf. I mean, I didn't really think much of them. Some of them are pretty good, one or too are kinda lame, but they were just movies, you know? I didn't exactly think anything of them. But now... I dunno. After a while I realised I didn't like the idea of watching them any more. And I mean that's ok, but then I started to feel weirded out just seeing them on the shelf. Just... there. Like all the other movies."

Billy sat slightly above the bed, listening with a completely baffled expression. He reached forward and took the top DVD again to give it another once over.

"That one's the one that gets to me the most," Spencer mumbled, looking openly embarrassed. "That one and..." He went through the pile before handing a second DVD over, "This."

Billy took the second one as well and held them out to inspect, as if there was some kind of hidden code here he was not getting. "So, this one," He waved the appropriate DVD. "'The 6th Sense'."

"Little kid who sees ghosts but no-one believes him," Spencer cleared his throat. "Even when the ghosts start hurting him."

Billy said nothing, looking at the DVD with a blank expression. He turned back to Spencer and waved the second one. "This?"

"'The Others'," Spencer answered. "Kids, their mother and three servants in this big house which is haunted. The ghosts pick on the kids until things start getting dangerous."

Spencer picked at a fold on the blanket, pretending to be fully engrossed with the act. When Billy said nothing for a stretch of time practically unnatural for him, Spencer forced himself to look up again and see what effect this had on his cousin.

Billy was staring at him with eyes the size of saucers, lip trembling and the waterfall of tears mere seconds away from erupting and soaking the entire room.

"Woah!" Spencer gave a start, "Dude, relax! You don't need to-!"

" _You don't like me any more!"_ Billy wailed, bursting into dramatics so Spencer had to shield himself from the wall of tears.

"What?! What are you-?! Billy, you're gonna drown me!" Spencer complained.

Billy, however, didn't let up. _"You think I'm a big scary monster that's gonna do bad things to you!"_

" _What?!"_ Spencer almost burst out laughing. "That's the dumbest... look will you _stop crying?!"_

Billy sniffed but stopped the geyser of tears, settling for a pathetic whimper.

"I hate to tell you this, Billy," Spencer said, wiping ecto from his shirt, "But on the 'scary monster' scale, you're currently getting beaten by that Harry and the Hendersons movie."

Billy sniffed, wiping his nose with the extent of his arm. "You mean it, Bromigo?"

Spencer gave him a flat look, but it was ruined by a warm smile. "Dude, I've had _baths_ that were scarier than you. For real." He decided to hit home with a sure fire winner, "Only scary thing about you is how your hair stays like that without a stylist."

"Hah! Genetics, toolbox!" Billy smiled widely, quaffing his hair proudly. "You think a stylist could even _handle_ all of this?"

"Probably not," Spencer said, smile dropping.

"But wait," Billy's attention snapped back to the matter at hand, "if this hasn't got to do with scary ghosts being scary, why are you so weirded out by these flicks?"

Spencer regarded him for a moment, trying to put the words in order before he said them. The honest truth was he tried not to over-analyse why exactly the entire 'ghost' genre bothered him so much. Apart from the whole 'ghosts hurting people' thing which was pretty obvious. He frowned lightly to himself. Was it the ghosts hurting people thing that bugged him the most? Apart from maybe one or two exceptions, most of the movies in the box were about ghosts or spirits haunting and tormenting someone. The Amityville Horror, The Orphanage, Poltergeist. It was always a ghost doing terrible things to people who had either stumbled into a bad situation without meaning to, or who had done something to make the ghost decide petty revenge was worth making their lives miserable over. But there were a few other movies too though. What Lies Beneath, Stir of Echoes. Movies which had a slightly different approach, but were not exactly cheerful or lighthearted.

"Uhm? Spence? You still in there?" Billy's voice derailed his thoughts.

Spencer looked up again. Billy still sat waiting, twiddling his thumbs.

Spencer gave a long sigh and drew his knees up, resting his arms on them. "I dunno, man. I guess... you being my best bro in the world... movies about ghosts being jerks for no reason other than they're horrible... started feeling like a diss." He gave a small shrug. "I guess it just suddenly felt personal. And I didn't like watching something I felt was badmouthing you." He shifted, resting his chin on his arms. "And when it's _not_ a story about a ghost being an immature psychopath throwing a tantrum, it's a ghost story so depressing and sad it makes you feel like you need to go outside and kick the first puppy you see! I guess I just got tired of seeing that kinda thing on the shelf with other movies I, you know, actually _like_ watching. And it made me feel like a really lousy friend."

"You're such an idiot," Billy laughed.

Spencer snapped his gaze up at this, more than a little hurt. Before he could say anything Billy stopped him, flicking his forehead rather painfully.

"Ow!" Spencer snapped, rubbing the spot. "Will you... I'm _trying_ to have a serious conversation here, you dipwad!"

"Spence. Last week you sat me down and made me watch a movie about a dude who carries his mutant brother around in a basket and murders people. Ya think I was happy about _that_?"

"You sure screamed enough times," Spencer grumbled.

"You've got a _lot_ of movies I really super hate, bro!" Billy said throwing his hands open for emphasis. "You've got movies I may or may not have considered setting your dad's blowtorch to! That insane prom queen movie kept me awake for a whole week straight! You've got stuff I'm not even sure is _legal_ in this country!"

"So what's your point?" Spencer said, shaking off his feeling of betrayal for the moment.

"My point is I don't care what you got on your shelf or why you got it on your shelf or any of that noise!" Billy went on. "I hate most of 'em anyway! If some of them are about ghosts being jerks to people, who cares?! Dude, I don't like ghosts either! _No-body_ likes ghosts!"

"I kinda do," Spencer managed a smile.

"Yeah but you're weird," Billy brushed this off. "Look, the point is, if I don't care that you own a movie where someone runs a baby over with a lawnmower I'm sure as heck not gonna care about anything else you own."

"It's... not just that, though," Spencer said. "I mean..." He tried to think of a comparison Billy would understand. "What if someone told you uhm... Little Billy was the stupidest idea for a doll they'd ever seen?"

"No-one would ever say that!" Billy frowned, insulted.

"Yeah but what if they did?"

"Well, then they obvious have some misplaced anger issues they need to work out," Billy sniffed, crossing his arms. "And they need to learn the difference between a doll and an action figure."

"Yeah, but what if Little Billy didn't care if people thought he was stupid? What if he was perfectly fine with people saying he was stupid to his face?"

"But he's _not_ stupid!" Billy raised his voice.

"I'm not saying he is, but what if other people kept saying he was and he didn't mind? Wouldn't that bug you?"

"Heck yeah! I don't have time to deal with jealous haters, thanks! If they wanna hate on Little Billy for being much better, awesomer and cooler than they'll ever be then they can just hit the road 'cause I don't wanna hear it!"

"Exactly!" Spencer pointed at Billy in victory. "See?! _That's_ why I don't like people dissing you! Because that's how they make _me_ feel!"

"Oh," Billy blinked wide-eyed at him, realisation spreading across his face.

There was a pause, but neither of them said anything else. Billy was uncharacteristically quiet, at first staring off into the middle-distance before he started to frown to himself, crossing his legs under him and getting completely lost in thought. Spencer watched him for a few moments, but after a while, he finally started to feel that he had, somehow, managed to get across to the scatterbrained popstar. At the very least Billy was obviously thinking this over harder than he usually thought about anything that did not involve food.

Spencer slumped back on the bed, staring at the ceiling. "And that's why I hid them in a box so I don't have to see them. And I lied to you about it because I didn't know what to tell you."

"'My name is Spencer Wright and I'm a huge dork'," Billy imitated his voice.

"Har har," Spencer did not bother to look up, rolling his eyes.

"'I care way too much about other people's feelings and I'm the greatest and best dude you could ever have in your corner,'" Billy continued.

"Ok the sarcasm is starting to sting now," Spencer said with a frown.

"'Did I mention I'm a huge dork who can't recognise when his bro is trying to not be too mushy even though I'm his favourite person in the universe?'"

Spencer looked up at this.

"Gotta stop talking to yourself, Little Bro," Billy said matter-of-factly, inspecting his nails.

Spencer smiled, lying down again.

"'I'm Billy Joe Cobra, and I'm the greatest friend Spencer Wright ever had.'" He said.

"Well duh," Billy's voice said from somewhere on the bed.

It was silent for a very long time.

"D'you wanna have a funeral for Agent Cooper?" Billy asked after a while.

"Nah. I'll just ask my dad to fix him so we can film him trying. There's a show that'll pay good money for that kind of thing."

* * *

 **A/N**

Ok so I have not edited this as much as I should have but I really meant it when I said I did not anticipate this chapter being this long or having this much junk in it. I'm happy with the content, but there will undoubtedly be typos and grammar errors I will need to fix. (Which I will when it's not 11 at night). Please forgive them and let me know if them if you see them. :) I like getting feedback even if only on corrections.

Once again, all movies mentioned by title or not are real movies because I'm a nerd. Agent Cooper is from the TV show "Twin Peaks" although sadly I don't think they ever made resin statues of him.

Billy starts singing a song called "Because I'm Awesome" by The Dollyrots. It's actually a pretty good song. I just didn't feel like recycling one of Billy's song titles from the show.

Thank you so very very much to anyone who may have decided to read this. I had fun, even if the fanbase is silent XD;; I'm sorry I couldn't finish it sooner. I was "need to go to hospital" sick.

SHAKESPEARE!


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